<PAGE>

                                                                    Exhibit 10.3

                    AMENDED AND RESTATED OPERATING AGREEMENT


THIS AMENDED AND RESTATED OPERATING AGREEMENT (the "Agreement") is dated as of
the 25th day of February, 2000 by and between AT&T Wireless Services, Inc., on
behalf of itself and its Affiliates listed in Schedule 1 hereto (individually
and collectively, "AWS") and ACC Acquisition LLC, on behalf of itself and its
Affiliates listed in Schedule 2 hereto (individually and collectively, "ACC").
AWS and ACC are sometimes referred to, individually, as a "Party" and together
as "Parties."


                                  R E C I T A L


WHEREAS, each of AWS and ACC desires to make arrangements to facilitate the
provision of voice and voice-related mobile wireless radiotelephone service to
its Customers through the wireless radiotelephone facilities of the other Party
in a manner providing a common look and feel and the appearance of seamlessness
between the Parties' facilities, in accordance with the terms of this Agreement;
and

WHEREAS, the parties hereto entered into an Operating Agreement, dated as of
January 31, 2000 (the "Original Agreement");

NOW, THEREFORE, in consideration of the premises and the mutual promises herein
set forth and intending to be legally bound hereby, the Parties agree, and the
Original Agreement is hereby amended and restated in its entirety, as follows:



                                   DEFINITIONS

As used in this Agreement, the terms below shall have the following meanings:

ACC has the meaning set forth in the first paragraph of this Agreement.

ACC SERVICE AREA means the geographic area in which ACC and those of its
Affiliates now or hereafter listed on Schedule 2 provide Service.

ACC SYSTEM means the facilities owned and/or operated by ACC with which it
provides Service anywhere within the ACC Service Area.

ACC TDMA SYSTEM means that portion of the ACC System located in the markets
listed on Exhibit A.


                                       1
<PAGE>

ADDITIONAL FEATURES means the Features that are offered by AWS to their
Customers in their Home Service Areas and are adopted by ACC pursuant to Section
10.3.3. Once implemented, an Additional Feature shall be deemed a Core Feature
for purposes of this Agreement.

ADOPTED FEATURES means the Core Features, the Future Core Features and the
Additional Features.

AFFILIATE means, with respect to a Party, any facilities-based CMRS operating
company that (a) is controlled by or under common control with the Party, (b) is
an entity in which the Party has at least fifty percent (50%) voting interest,
(c) shares switching facilities with the Party, (d) is managed by the Party, or
(e) is providing Service utilizing CMRS spectrum it has acquired from a Party;
provided, that AWS and Dobson Communications Corporation and their respective
Affiliates shall be deemed not to be Affiliates of ACC for purposes of this
Agreement.

APPROVED CIBERNET NEGATIVE FILE GUIDELINES means the negative file guidelines
appearing in the CIBER Record in effect from time to time.

AT&T WIRELESS means AT&T Wireless Services, Inc., individually.

AUTHORIZED RECEIPT POINT or ARP means the location or address of the Party
designated by the Home Carrier as the delivery point for its CIBER records and
authorized agent for performing CIBER edits.

AUTHORIZED ROAMER means a Roamer using equipment and an assigned telephone
number with the NPA/NXX combinations listed in accordance with Article VI below
for whom the Serving Carrier has not received a negative notification in
accordance with the provisions of this Agreement.

AWS has the meaning set forth in the first paragraph of this Agreement.

AWS SYSTEM means the facilities owned and/or operated by AWS with which it
provides Service anywhere within the United States.

BTA means a geographic area designated by the FCC as a Basic Trading Area in
which a PCS System may be operated, as described more specifically in 47 CFR
24.202 of the FCC rules and regulations.

CELLULAR SYSTEM means a wireless communication system that is operated pursuant
to authority granted by the FCC under 47 CFR Part 22.

CIBER means Cellular Intercarrier Billing Exchange Record.

CIBER RECORD means the publication prepared by CIBERNET Corporation, a
wholly-owned subsidiary of the Cellular Telecommunications Industry Association,
as a service to the wireless communications industry. Unless specifically
provided otherwise in this Agreement, all words and phrases defined in the CIBER
Record shall have the meaning herein that they have therein.


                                       2

<PAGE>

CLEARINGHOUSE means that entity which provides for the exchange of CIBER records
and performs industry accepted CIBER edits, including edits to verify Industry
Negative File information.

CMRS means any Commercial Mobile Radio Service as authorized by the FCC.

CORE FEATURES means the Features that, as of the Effective Date, AWS and ACC
have agreed to implement and maintain in order to create a common look and feel
and seamless subscriber service between the AWS System and the ACC System, as
evidenced by their listing in Schedule E-1 to Exhibit E attached hereto.

CUSTOMER means an end-user of Service with which a Party has entered into an
agreement to provide such Service, regardless of whether such Service is to be
provided through the facilities of such Party.

DEFAULT has the meaning set forth in Section 13.1.

EFFECTIVE DATE means the Closing Date under the Agreement and Plan of Merger
dated as of October 5, 1999 among ACC Acquisition LLC, ACC Acquisition Co. and
American Cellular Corporation.

ESN means the Electronic Serial Number that is encoded in a wireless telephone
set by the manufacturer and which is broadcast by such telephone.

EQUIPMENT means phones, handsets, transmitters, terminals, control equipment and
switches and other hardware and software required or useful to use Service,
including phones and handsets Customers use in connection with Service.

FCC means the Federal Communications Commission and any successor agency or
authority.

FEATURES means voice and voice-related features and services available from a
Party through its mobile wireless telecommunication system.

FUTURE CORE FEATURES means the Features that are agreed upon as of the date
hereof (as evidenced by their listing on Schedule E-2 to Exhibit E attached
hereto) or in the future by the Parties pursuant to Section 10.3.2 as necessary
to maintain a common look and feel, and seamless subscriber service, between the
AWS System and the ACC System, and which the Parties agree will be supported by
both of their Systems, on the terms and conditions of this Agreement, in the
same manner as the Core Features. Once implemented, a Future Core Feature shall
be deemed a Core Feature for purposes of this Agreement.

GENERAL AVAILABILITY means the date upon which the technology and products that
comprise any Future Core Features are commercially available at a commercially
reasonable price from the vendors of such technology and product(s), and such
Feature has successfully completed and passed the first application in the
System of the Party seeking to implement such features and is ready for live
commercial deployment.


                                       3
<PAGE>


HOME CARRIER means a Party who is providing Service to its registered Customers
(it being understood that for purposes of this Agreement AWS shall be deemed to
be the Home Carrier for its registered Customers residing in the ACC Service
Area).

HOME SERVICE AREA means the geographic area in which a Home Carrier is licensed
to provide Service.

INDUSTRY NEGATIVE FILE means the negative file maintained by the authorized
Clearinghouses in accordance with approved CIBERNET Negative File Guidelines.

MIN means the "Mobile Identification Number" which is assigned by a Home Carrier
to each of its registered Customers.

MSA means a geographic area designated by the FCC as a Metropolitan Service Area
in which a Cellular System may be operated, as described more specifically in 47
CFR 22.909 of the FCC rules and regulations.

MTA means a geographic area designated by the FCC as a Major Trading Area in
which a PCS System may be operated, as described more specifically in 47 CFR
24.202 of the FCC rules and regulations.

NPA/NXX combinations means the six-digit numerical combinations assigned by
regulatory authorities to identify the area code and telephone number prefix for
Service.

PCS SYSTEM means a wireless communication system that is operated pursuant to
authority granted by the FCC under 47 CFR Part 24.

PARTIES and PARTY have the meanings set forth in the first paragraph of this
Agreement.

ROAMER means a Customer of one Party who seeks Service from the other Party
within the geographic area served by the other Party, regardless of whether
Service also is offered in that area by the Party whose Customer is seeking
Service.

RSA means a geographic area designated by the FCC as a Rural Service Area in
which a Cellular System may be operated, as described more specifically in 47
CFR 22.909 of the FCC rules and regulations.

SERVICE means telecommunications service for the transmission and reception of
voice and voice-related features provided by means of radio frequencies that are
or may be licensed, permitted or authorized now or in the future by the FCC for
use by a Cellular System or a PCS System, and in respect of which service the
user equipment is capable of and intended for usage during routine movement,
including halts at unspecified points, at more than one location throughout a
wide area public or private wireless network. Unless otherwise specifically
agreed by the Parties, Service shall include personal base station services but,
by way of example and without limitation, does not include fixed wireless
services, two-way messaging wireless services (NBPCS), video broadcasting
wireless services, television services (whether cable, broadcast or direct
broadcast satellite), broadcast radio services, interactive informational or
transactional


                                       4
<PAGE>


content services such as on-line content network services, Internet based
services, satellite based communications services, and air to ground
communications services.

SERVING CARRIER means a Party who provides Service for registered Customers of
another Party while such Customers are in the geographic area where the Serving
Carrier, directly or through subsidiaries, provides Service.

SYSTEM means the AWS System or the ACC System, and SYSTEMS means the AWS System
and the ACC System.

TDMA means the present and future North American Time Division Multiple Access
standard which is set by the Telecommunications Industry Association (which at
the Effective Date is IS-136), which is the essential radio frequency technical
method for digital wireless telephone operations upon which the Service and
equipment related thereto are designed to operate.

USER INTERFACE means the process, functional commands, and look and feel by
which a Customer operates and utilizes the Adopted Features, including the
sequence and detail of specific commands or service codes, the detailed
operation and response of Equipment to the sequence of keys pressed to effect
subscriber Equipment functions, and the response of subscriber Equipment to the
activation of these keys, or in response to signals or data from either the ACC
System or the AWS System. Furthermore and for greater certainty, such definition
shall include without limitation, the manner in which information is displayed
on the screen of a phone used for Adopted Features, announcement tones or
messages occur, and service or feature codes that must be dialed. The origins of
the information presented to the user may be the user Equipment, or the AWS
System or the ACC System, or both.



                              PROVISION OF SERVICE

EACH PARTY SHALL PROVIDE, TO ANY AUTHORIZED ROAMER WHO SO REQUESTS, IN
ACCORDANCE WITH ITS OWN ORDINARY REQUIREMENTS, RESTRICTIONS, PRACTICES, AND
TARIFFS, IF APPLICABLE, AND WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, ANY
AND ALL TYPES OF SERVICE THAT SUCH PARTY PROVIDES TO ITS OWN CUSTOMERS WITHIN
ITS SERVICE AREA. AT A MINIMUM, SUCH SERVICE SHALL INCLUDE VOICE COMMUNICATIONS
CAPABILITY, AS WELL AS ANY OTHER TYPES OF SERVICE REQUIRED BY THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION ARTICLE X HEREOF.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, A SERVING CARRIER
MAY SUSPEND OR TERMINATE SERVICE TO AN AUTHORIZED ROAMER IN ACCORDANCE WITH THE
TERMS OF ITS OWN ORDINARY REQUIREMENTS, RESTRICTIONS, PRACTICES, AND TARIFFS, IF
ANY, BUT SUCH SUSPENSION OR TERMINATION SHALL NOT AFFECT THE RIGHTS AND
OBLIGATIONS OF THE PARTIES FOR SERVICE FURNISHED HEREUNDER PRIOR TO SUCH
TERMINATION OR SUSPENSION.

IN CONNECTION WITH ITS SERVICE TO ROAMERS, NO SERVING CARRIER SHALL USE RECORDED
ANNOUNCEMENTS OR OTHER INDUCEMENTS FOR AN AUTHORIZED ROAMER TO DISCONTINUE THE
SERVICE


                                       5

<PAGE>

OF ITS HOME CARRIER OR, UNLESS OTHERWISE AUTHORIZED HEREIN, ROAMER'S USE OF A
SERVING CARRIER'S SYSTEM.

IN THE EVENT THAT AN OPERATING ENTITY BECOMES AN AFFILIATE OF A PARTY AFTER THE
DATE OF THIS AGREEMENT, SUCH PARTY MAY, UPON THIRTY (30) DAYS PRIOR WRITTEN
NOTICE TO THE OTHER PARTY, ADD SUCH OPERATING ENTITY TO SCHEDULE 1 OR SCHEDULE
2, AS THE CASE MAY BE, AT THE EXPIRATION OF WHICH THIRTY-DAY PERIOD, IN WHICH
EVENT (a) THE CUSTOMERS OF SUCH ENTITY SHALL BE ENTITLED TO SERVICE AS ROAMERS
FROM THE OTHER PARTY ON THE TERMS AND CONDITIONS OF THIS AGREEMENT AND (b) SUCH
OPERATING ENTITY SHALL PROVIDE SERVICE TO CUSTOMERS OF THE OTHER PARTY WHO ARE
AUTHORIZED ROAMERS, ALTHOUGH THE OTHER PARTY IS NOT OBLIGATED TO REQUEST SUCH
SERVICE OR TO REQUIRE ITS CUSTOMERS TO REQUEST SUCH SERVICE. NOTWITHSTANDING THE
FOREGOING, THE OTHER PARTY, IN ITS REASONABLE DISCRETION, MAY SPECIFY, BY
DELIVERING WRITTEN NOTICE THEREOF PRIOR TO THE EXPIRATION OF THE THIRTY DAY
PERIOD, THAT ANY AFFILIATE SO ADDED SHALL NOT BE ENTITLED TO PREFERENCE AS A
SERVING CARRIER AS OTHERWISE PROVIDED IN SECTION 2.5. UPON THE ADDITION TO OR
DELETION FROM SCHEDULE 1 OR 2 OF ANY OPERATING ENTITY PURSUANT TO THIS SECTION
2.4, EXHIBITS A AND B SHALL AUTOMATICALLY BE REVISED ACCORDINGLY, EXCEPT THAT
EITHER PARTY MAY, IN ITS SOLE DISCRETION, SPECIFY THAT AN ADDITION BY EITHER
PARTY TO SCHEDULE 1 OR 2 SHALL NOT BE GIVEN EFFECT FOR ANY OR ALL PURPOSES OF
SECTION 2.5.


AWS, IN ITS CAPACITY AS HOME CARRIER, SHALL CAUSE SUBSTANTIALLY ALL OF ITS
CUSTOMERS, WHEN ROAMING IN THE MARKETS OPERATED BY ACC THAT ARE LISTED ON
EXHIBIT A, TO NORMALLY SEEK SERVICE AS ROAMERS FROM ACC PRIOR TO SEEKING SERVICE
FROM ANY OTHER CARRIER. ACC, IN ITS CAPACITY AS HOME CARRIER, SHALL CAUSE
SUBSTANTIALLY ALL OF ITS CUSTOMERS, WHEN ROAMING IN THE MARKETS OPERATED BY AWS
THAT ARE LISTED ON EXHIBIT B, TO NORMALLY SEEK SERVICE AS ROAMERS FROM AWS PRIOR
TO SEEKING SERVICE FROM ANY OTHER CARRIER.

AS A CONDITION TO THE RIGHT OF A PARTY UNDER SECTION 2.5.1 TO BE THE PREFERRED
PROVIDER OF SERVICE TO CUSTOMERS OF THE OTHER PARTY, THE MARKET BEING SERVED BY
THE SERVING CARRIER SHALL (i) HAVE FULLY INSTALLED A TDMA-BASED SYSTEM,
INCLUDING ALL CORE FEATURES, (ii) BE FULLY INTEROPERABLE IN ACCORDANCE WITH
SECTIONS 10.6, 10.7, AND 10.8, AND (iii) OTHERWISE HAVE MET, AND BE IN
COMPLIANCE WITH, ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

ACC SHALL JOIN AND REMAIN A MEMBER OF THE NORTH AMERICAN CELLULAR NETWORK
THROUGHOUT THE TERM OF THIS AGREEMENT.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, ACC ACKNOWLEDGES
THAT AWS HAS THE RIGHT TO MARKET, OFFER AND SELL, TO CUSTOMERS RESIDING IN THE
ACC SERVICE AREA, AT&T BRANDED OR CO-BRANDED TELECOMMUNICATIONS SERVICES THAT
ARE OFFERED NATIONALLY, INCLUDING PROVIDING LOCAL NUMBERS AND SERVICE TO SUCH
CUSTOMERS, SUBJECT TO THE PROVISIONS OF SECTION 2.5.1, ARTICLE V AND THE OTHER
PROVISIONS OF THIS AGREEMENT.



                                RELATED SERVICES


                                       6
<PAGE>


UPON REQUEST BY ACC, AWS AND ACC SHALL CONSIDER IMPLEMENTING A COMMON SYSTEM
IDENTIFICATION NUMBER (SID) FOR MARKETS OPERATED BY THE RESPECTIVE PARTIES IN
THE SAME GENERAL VICINITY OR TAKING OTHER STEPS TO SUPPRESS THE ROAMING
INDICATOR ON A CUSTOMER'S HANDSET FROM LIGHTING TO INDICATE THAT THE CUSTOMER IS
ROAMING IN SUCH MARKETS, BUT EACH PARTY MAY, IN ITS SOLE DISCRETION, DECIDE
WHETHER TO IMPLEMENT SUCH MEASURE.

SO LONG AS INTEREXCHANGE SERVICES ARE OFFERED TO ACC AND THOSE OF ITS AFFILIATES
LISTED IN SCHEDULE 2 BY AT&T CORP. OR ONE OF ITS AFFILIATES ON TERMS THAT ARE
REASONABLY COMPETITIVE WITH THOSE AVAILABLE THROUGH OTHER SOURCES, ACC AND ITS
AFFILIATES LISTED IN SCHEDULE 2 SHALL NOT MARKET, OFFER, PROVIDE, OR RESELL
INTEREXCHANGE SERVICES, EXCEPT (i) SUCH SERVICES OFFERED BY AT&T CORP. OR ITS
AFFILIATE OR (ii) SERVICES PROVIDED EXCLUSIVELY WITHIN A SINGLE HOME SERVICE
AREA DESIGNATED AS SUCH BY ACC IN ITS MARKETING MATERIALS. ALL RELEVANT FACTORS
SHALL BE CONSIDERED IN DETERMINING THE COMPETITIVENESS OF INTEREXCHANGE
SERVICES, INCLUDING RATES, VOLUME COMMITMENTS, DURATION, AND OTHER TERMS. AT
ANYTIME WHEN ACC BELIEVES THAT IT CAN OBTAIN SUCH INTEREXCHANGE SERVICES FROM
ANOTHER SOURCE(S) AT BETTER TERMS THAN THOSE BEING OFFERED TO ACC BY AT&T CORP.
OR ONE OF ITS AFFILIATES, ACC MAY SOLICIT COMPETING OFFERS. IF SUCH OFFER IS
MADE WHICH ACC BELIEVES IS BETTER, AND THE RELEVANT RATES ARE AT LEAST 5% LESS
THAN THOSE CHARGED TO ACC BY AT&T CORP. OR ONE OF IT'S AFFILIATES, ACC SHALL
PROVIDE AWS WITH A WRITTEN TERM SHEET WHICH SPECIFIES THE RELEVANT RATES, VOLUME
COMMITMENTS, DURATION AND OTHER MATERIAL TERMS OF THE COMPETING OFFER ("OFFER
NOTICE"). AT&T CORP. OR ONE OF ITS AFFILIATES SHALL HAVE THIRTY (30) DAYS AFTER
RECEIPT OF THE OFFER NOTICE BY AWS TO OFFER TO ACC THE COMPARABLE INTEREXCHANGE
SERVICE(S) UPON THE SAME OR BETTER TERMS AS SPECIFIED IN THE OFFER NOTICE. IF
AT&T CORP. OR ONE OF ITS AFFILIATES MAKE SUCH AN OFFER TO ACC, ACC AGREES TO
CONTRACT WITH AT&T CORP. OR ONE OF ITS AFFILIATES FOR ANY OF SUCH SERVICES
ACQUIRED BY ACC. IF NO SUCH OFFER IS MADE BY AT&T CORP. OR ONE OF ITS AFFILIATES
WITHIN THE REQUIRED TIME PERIOD, THEN ACC MAY ACCEPT THE COMPETING OFFER. ANY
CLAIM OR DISPUTE OVER THE INTERPRETATION OR IMPLEMENTATION OF THIS PARAGRAPH
SHALL BE RESOLVED UNDER THE PROVISIONS OF PARAGRAPH 13.2 OF THIS AGREEMENT.

AWS AND ACC AGREE THAT ACC SHALL PARTICIPATE IN AWS'S NATIONAL ACCOUNT PROGRAM
("NAP") ON SUBSTANTIALLY THE TERMS OF AWS'S STANDARD NAP AGREEMENT, A COPY OF
WHICH HAS BEEN PROVIDED TO ACC. PROMPTLY FOLLOWING THE EXECUTION OF THIS
AGREEMENT, AWS AND ACC SHALL NEGOTIATE IN GOOD FAITH THE FINAL TERMS OF SUCH
AGREEMENT, WITH THE GOAL OF EXECUTING THE AGREEMENT BY MAY 1, 2000.

EACH PARTY, WITHIN THE GEOGRAPHIC AREAS IN WHICH SUCH PARTY PROVIDES SERVICE,
WILL PROVIDE SERVICE WITHOUT ANY ADDITIONAL TOLL CHARGE THROUGHOUT AN AREA (A
SO-CALLED "HOME CALLING AREA") THAT IS OF A SIZE AT LEAST REASONABLY COMPARABLE
TO THE AREA WITHIN WHICH TOLL-FREE CALLS PLACED THROUGH FACILITIES THAT ARE
EXCLUSIVELY LAND-BASED ARE AVAILABLE.



                                CUSTOMER SERVICE

THE PARTIES SHALL USE COMMERCIALLY REASONABLE EFFORTS TO DEVELOP AND IMPLEMENT
SYSTEMS ENABLING EACH PARTY, AS SERVING CARRIER, TO ROUTE TO A CUSTOMER'S HOME
CARRIER ANY 611


                                       7
<PAGE>


CUSTOMER SERVICE CALL RECEIVED FROM A CUSTOMER OF THE OTHER PARTY WHILE ROAMING
ON THE SERVING CARRIER'S SYSTEM.



                                     CHARGES

Each Home Carrier, whose Customers (including the Customers of its resellers)
receive service from a Serving Carrier as Authorized Roamers under this
Agreement, shall pay to the Serving Carrier who provided such service 100% of
the Serving Carrier's charges for CMRS and one hundred percent (100%) of the
toll charges pursuant to Exhibit C. The amount of the charges for the use of
each Serving Carrier's Service are set forth in Exhibit C attached to this
Agreement.























                                       8
<PAGE>

                             EXCHANGE OF INFORMATION

THE PARTIES SHALL FURNISH TO EACH OTHER, IN THE FORMAT OF EXHIBIT D TO THIS
AGREEMENT, THE VALID NPA/NXX COMBINATIONS USED BY THEIR RESPECTIVE CUSTOMERS.
THESE COMBINATIONS SHALL BE ACCEPTED BY THE OTHER PARTY. EACH NPA/NXX
COMBINATION IS AND SHALL BE WITHIN THE ENTIRE LINE RANGE (0000-9999), OR A
SPECIFIED PORTION THEREOF. THE MINIMUM LINE RANGE TO BE EXCHANGED BY THE PARTIES
SHALL BE 1,000 LINE NUMBERS. EACH PARTY SHALL BE RESPONSIBLE FOR ALL BILLINGS
OTHERWISE PROPERLY MADE UNDER THIS AGREEMENT TO ANY NUMBER LISTED BY SUCH PARTY
WITHIN THE RANGE OR RANGES SPECIFIED BY IT IN EXHIBIT D. ADDITIONS, DELETIONS,
OR CHANGES TO NPA/NXX COMBINATIONS AND LINE NUMBER RANGE(S) FOR THE HOME
CARRIER'S CUSTOMERS MAY BE MADE UPON AT LEAST FIFTEEN (15) DAYS PRIOR WRITTEN
NOTICE TO THE SERVING CARRIER. SUCH NOTICE SHALL BE IN THE FORM ATTACHED AS
EXHIBIT D TO THIS AGREEMENT AND SHALL INCLUDE THE REQUESTED EFFECTIVE DATE FOR
THE ADDITION, DELETION OR CHANGE.

[RESERVED]

EACH PARTY HEREBY AGREES TO INDEMNIFY THE OTHER PARTY, TOGETHER WITH ITS
PARTNERS AND ANY AND ALL OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND/OR
AFFILIATES, AGAINST, AND HOLD THEM HARMLESS FROM, ANY AND ALL CLAIMS, SUITS,
DEMANDS, LOSSES AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS, WHICH MAY RESULT IN ANY WAY WHATSOEVER FROM THE INDEMNIFIED
PARTY'S DENIAL OF ROAMER OR LOCAL SERVICE TO ANY NPA/NXX COMBINATION WHICH HAS
BEEN LISTED BY THE INDEMNIFYING PARTY AS NOT BEING AUTHORIZED TO RECEIVE
SERVICE; PROVIDED THAT (i) THE PERSON SEEKING INDEMNIFICATION (THE "INDEMNIFIED
PERSON") PROVIDES NOTICE OF SUCH CLAIM PROMPTLY AFTER ITS DISCOVERY TO THE PARTY
FROM WHICH INDEMNIFICATION IS SOUGHT (THE "INDEMNIFYING PERSON") AND IN ANY
EVENT THE INDEMNIFYING PERSON WILL BE RELEASED FROM ANY OBLIGATION HEREUNDER TO
THE EXTENT IT IS PREJUDICED BY ANY DELAY IN THE DELIVERY OF SUCH NOTICE, (ii)
THE INDEMNIFYING PERSON SHALL HAVE THE RIGHT TO ASSUME THE DEFENSE OF SUCH
CLAIM, (iii) THE INDEMNIFIED PERSON SHALL PROVIDE SUCH REASONABLE ASSISTANCE AND
COOPERATION IN THE DEFENSE OF SUCH CLAIM AS IS REQUESTED BY THE INDEMNIFYING
PERSON, AND (iv) THE INDEMNIFIED PERSON SHALL NOT SETTLE OR COMPROMISE ANY SUCH
CLAIM WITHOUT THE PRIOR WRITTEN CONSENT OF THE INDEMNIFYING PERSON.

[RESERVED]

UPON THE IMPLEMENTATION OF WIRELESS NUMBER PORTABILITY IN ANY PORTION OF EITHER
THE AWS SYSTEM OR THE ACC SYSTEM, THE PARTIES SHALL COOPERATE IN ESTABLISHING AN
ALTERNATIVE METHOD FOR EXCHANGING ESN AND/OR NPA/NXX INFORMATION REQUIRED TO
PERMIT ROAMING BY THE OTHER PARTY'S CUSTOMERS IN THEIR RESPECTIVE SYSTEMS.


                                      FRAUD


                                       9
<PAGE>


THE PARTIES WILL COOPERATE AND, AS NECESSARY, SUPPLEMENT THIS AGREEMENT IN ORDER
TO MINIMIZE FRAUDULENT OR OTHER UNAUTHORIZED USE OF THEIR SYSTEMS. IF ANY PARTY
REASONABLY DECIDES THAT, IN ITS SOLE JUDGMENT, DESPITE DUE DILIGENCE AND
COOPERATION PURSUANT TO THE PRECEDING SENTENCE, FRAUDULENT OR OTHER UNAUTHORIZED
USE HAS REACHED AN UNACCEPTABLE LEVEL OF FINANCIAL LOSS AND IS NOT READILY
REMEDIABLE, SUCH PARTY MAY SUSPEND THE USE OF APPLICABLE NPA/NXX COMBINATIONS,
IN WHOLE OR IN PART, PURSUANT TO THE TERMS OF THIS AGREEMENT.

EACH PARTY SHALL TAKE REASONABLE ACTIONS TO CONTROL FRAUDULENT ROAMER USAGE,
INCLUDING WITHOUT LIMITATION USING EITHER (i) A POSITIVE VALIDATION/VERIFICATION
("PV") SYSTEM PROVIDED BY A MUTUALLY AGREED UPON VALIDATION/VERIFICATION SERVICE
UNDER WHICH THE ESN AND/OR NPA/NXX USED IN A CALL IN THE SERVING CARRIER'S
SYSTEM IS COMPARED AGAINST A LIST OF AUTHORIZED ROAMERS OR (ii) SS-7 CONNECTIONS
THROUGH A NETWORK OF CARRIERS. THE PARTIES SHALL WORK TOGETHER IN GOOD FAITH TO
DESIGNATE AND IMPLEMENT A SYSTEM AS SPECIFIED IN THE PRECEDING SENTENCE AND
ENHANCEMENTS THERETO OR ALTERNATIVE SYSTEMS AS THEY SHALL AGREE IN THE FUTURE.
THE HOME CARRIER SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR CALLS COMPLETED
BY A SERVING CARRIER WITHOUT OBTAINING POSITIVE VALIDATION/VERIFICATION AS
REQUIRED HEREIN.

IN ADDITION TO OTHER PROCEDURES SET FORTH IN THIS AGREEMENT, A HOME CARRIER MAY
NOTIFY A SERVING CARRIER BY FACSIMILE, WITH WRITTEN CONFIRMATION, THAT CERTAIN
NPA/NXX COMBINATIONS ARE NOT TO RECEIVE SERVICE. ANY CALLS COMPLETED USING SUCH
NPA/NXX COMBINATIONS MADE ONE FULL BUSINESS DAY OR MORE AFTER SUCH NOTICE HAS
BEEN GIVEN SHALL BE THE SOLE RESPONSIBILITY OF THE SERVING CARRIER, AND THE HOME
CARRIER SHALL NOT BE CHARGED ANY AMOUNT FOR SUCH CALLS.

EACH SERVING CARRIER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE EACH
HOME CARRIER WITH REAL-TIME VISIBILITY OF CALL DETAIL RECORDS DELIVERED THROUGH
A NETWORK COMPATIBLE WITH AWS'S NETWORK. SUCH INFORMATION SHALL BE DELIVERED
WITHIN ONE HOUR OF THE APPLICABLE CALL. IN THE EVENT THAT THE SERVING CARRIER
PROVIDES SUCH A REAL-TIME VISIBILITY SYSTEM, THE SERVING CARRIER SHALL NOT BE
LIABLE IN ANY EVENT FOR A TEMPORARY FAILURE OF THE SYSTEM UNLESS THE SERVING
CARRIER HAS BEEN NOTIFIED OF SUCH FAILURE BY THE HOME CARRIER AND THE SERVING
CARRIER DOES NOT TAKE COMMERCIALLY REASONABLE STEPS TO REMEDY THE FAILURE. IF
THE SERVING CARRIER HAS BEEN SO NOTIFIED AND HAS FAILED TO TAKE SUCH
COMMERCIALLY REASONABLE STEPS, THE SERVING CARRIER SHALL BE LIABLE FOR ALL
UNAUTHORIZED USAGE ATTRIBUTED TO HOME CARRIER'S SUBSCRIBERS DURING THE PERIOD
FROM THE TIME SERVING CARRIER WAS NOTIFIED OF THE PROBLEM TO THE TIME THAT THE
PROBLEM HAS BEEN RESOLVED TO THE REASONABLE SATISFACTION OF THE HOME CARRIER.

FOR PURPOSES OF NOTIFICATION UNDER THIS ARTICLE VII, THE FOLLOWING ADDRESSES AND
FACSIMILE NUMBERS SHALL BE USED:



                                      10
<PAGE>


         If to AWS:                          AT&T Wireless Services, Inc.
                                             P.O. Box 97061
                                             Redmond, WA 98073-9761
                                             Attn:   Billing and ICS Operations
                                             Tel. No. 425-580-6000
                                             Fax No. 425-580-8390

         If to ACC:                          ACC Acquisition LLC

                                             c/o Dobson JV Company

                                             13439 North Broadway Extension

                                             Oklahoma City, OK 73114

                                             Attn: G. Edward Evans, President

                                             Tel. No. (405) 529-8500
                                             Fax No. (405) 529-8515

Each Party may change the names, addresses and numbers set forth above by
providing notice to the other Party as provided in Article XVI below.



                                     BILLING

EACH HOME CARRIER SHALL BE RESPONSIBLE FOR BILLING TO, AND COLLECTING FROM, ITS
OWN CUSTOMERS ALL CHARGES THAT ARE INCURRED BY SUCH CUSTOMERS AS A RESULT OF
SERVICE PROVIDED TO THEM AS AUTHORIZED ROAMERS BY THE SERVING CARRIER. THE HOME
CARRIER SHALL ALSO BE RESPONSIBLE FOR BILLING ITS CUSTOMERS FOR, AND REMITTING
TO, THE FEDERAL GOVERNMENT ALL FEDERAL EXCISE TAX THAT MAY BE DUE IN CONNECTION
WITH THE SERVICE BEING BILLED BY IT TO ITS CUSTOMERS. WHILE THE SERVING CARRIER
WILL BE RESPONSIBLE FOR THE COMPUTATION AND REMITTANCE OF ALL STATE AND LOCAL
TAXES, EACH HOME CARRIER SHALL BE LIABLE TO THE SERVING CARRIER FOR ALL SUCH
STATE AND LOCAL TAXES REMITTED BY THE SERVING CARRIER, FOR AUTHORIZED ROAMERS
REGARDLESS OF WHETHER THESE AMOUNTS ARE PAID TO THE HOME CARRIER BY ITS
CUSTOMERS.

EACH SERVING CARRIER WHO PROVIDES SERVICE TO AN AUTHORIZED ROAMER PURSUANT TO
THIS AGREEMENT SHALL FORWARD ROAMER BILLING INFORMATION, WITHIN FIVE BUSINESS
DAYS OF THE CALL DATE, IN ACCORDANCE WITH THE PROCEDURES AND STANDARDS SET FORTH
IN THE CIBER RECORD TO THE HOME CARRIER'S AUTHORIZED RECEIPT POINT. CIBER TYPE
50 AND CIBER TYPE 70 RECORDS SHALL NOT BE ACCEPTED WITHOUT MUTUAL SIGNED
AGREEMENT AND IF SUCH MUTUAL AGREEMENT IS REACHED IT WILL BE ATTACHED TO THIS
AGREEMENT. ANY FUTURE REVISIONS OF THE CIBER RECORD OR ADDITIONAL RECORD TYPES
MUST BE MUTUALLY AGREED UPON BEFORE IMPLEMENTATION. IN THE EVENT THE PARTIES USE
THE CIBERNET NET SETTLEMENT PROGRAM, OR


                                      11
<PAGE>


ALTERNATIVE SETTLEMENT PROGRAM SUCH INFORMATION MUST BE IN A FORMAT IN
COMPLIANCE WITH THE CIBER RECORD REQUIREMENTS OR AGREED UPON FORMAT.

WHERE THE AUTHORIZED ROAMER BILLING INFORMATION REQUIRED TO BE PROVIDED BY THE
SERVING CARRIER IN ACCORDANCE WITH SECTION 8.2 ABOVE IS NOT IN ACCORDANCE WITH
THE CIBER RECORD, THE HOME CARRIER MAY RETURN A RECORD TO THE SERVING CARRIER AS
PROVIDED IN THE CIBER RECORD. RETURNING THE DEFECTIVE RECORD WILL BE IN
ACCORDANCE WITH CIBER RECORD ESTABLISHED PROCEDURES. THE SERVING CARRIER MAY
CORRECT THE DEFECTIVE RECORD AND RETURN IT TO THE HOME CARRIER FOR BILLING,
PROVIDED THAT THE TIME PERIOD FROM THE DATE OF THE SERVICE CALL AT ISSUE TO THE
RECEIPT OF THE CORRECTED RECORD DOES NOT EXCEED SIXTY (60) DAYS.

NO CREDIT FOR INSUFFICIENT DATA OR DEFECTIVE RECORDS SHALL BE PERMITTED EXCEPT
AS PROVIDED IN SECTION 8.3 ABOVE, UNLESS MUTUALLY AGREED UPON BY BOTH PARTIES.

EACH HOME CARRIER MAY AT ITS DISCRETION PERFORM ANY NECESSARY EDITS AT ITS
CLEARINGHOUSE ON INCOLLECT OR OUTCOLLECT CALL RECORDS TO ENSURE COMPLIANCE WITH
THE TERMS OF THIS AGREEMENT.



                                   SETTLEMENT

EACH PARTY WILL SETTLE ITS ACCOUNTS WITH THE OTHER PARTIES ON THE BASIS OF
BILLING INFORMATION RECEIVED AS DESCRIBED IN THIS ARTICLE IX. IN THE EVENT BOTH
PARTIES USE A NET FINANCIAL SETTLEMENT PROCEDURE, THE PARTIES SHALL NOT SUBMIT A
PAPER INVOICE BUT WILL MAKE PAYMENTS IN ACCORDANCE WITH SUCH NET FINANCIAL
SETTLEMENT PROCEDURES PROVIDED THAT THE PARTIES MAY SUBMIT CALL RECORDS FOR
PAYMENT THAT RELATE TO CALLS MADE MORE THAN SIXTY (60) DAYS FROM THE DATE OF THE
CALL IF SUCH CALL WAS THE SUBJECT OF A DISPUTE OR INVESTIGATION REGARDING
FRAUDULENT OR UNAUTHORIZED USE.

IF AN INCORRECT ROAMING RATE IS CHARGED BY THE SERVING CARRIER TO THE HOME
CARRIER, THE SERVING CARRIER SHALL REFUND ALL AMOUNTS IN EXCESS OF THE CONTRACT
RATE BACK TO THE HOME CARRIER WITHIN FORTY FIVE DAYS OF NOTIFICATION BY THE HOME
CARRIER. EACH CARRIER SHALL HAVE NINETY (90) DAYS FROM THE END OF THE SETTLEMENT
PERIOD TO INVOICE FOR AMOUNTS IN EXCESS OF THE CONTRACT RATE. THE HOME CARRIER
WILL SEND A COLLECTION LETTER WITHIN SIXTY (60) DAYS OF THE INVOICE DATE, WITHIN
NINETY (90) DAYS OF THE INVOICE DATE, AND WITHIN ONE HUNDRED (120) DAYS OF THE
INVOICE DATE. IF THE INVOICE REMAINS UNPAID AFTER ONE HUNDRED TWENTY (120) DAYS
FROM THE ORIGINAL INVOICE DATE, THE HOME CARRIER MAY WITHHOLD THE AMOUNTS FROM
THE CIBERNET NET SETTLEMENT PROGRAM OR ALTERNATIVE SETTLEMENT PROGRAM.

IN THE EVENT THAT EITHER PARTY DOES NOT USE A NET FINANCIAL SETTLEMENT
PROCEDURE, THE BILLING AND PAYMENT FOR CHARGES INCURRED UNDER THIS AGREEMENT
SHALL BE AS SET FORTH BELOW.

THE PARTIES SHALL DETERMINE AMOUNTS OWED TO EACH OTHER FOR SERVICE PROVIDED TO
ROAMERS IN ONE-MONTH PERIODS WITH SUCH PERIOD BEGINNING ON THE SIXTEENTH DAY OF
EACH CALENDAR MONTH AND


                                      12
<PAGE>


ENDING ON THE FIFTEENTH DAY OF THE FOLLOWING MONTH IN WHICH SERVICE IS
PROVIDED. THE END OF THIS PERIOD SHALL BE REFERRED TO AS "CLOSE OF BILLING."

THE PARTIES SHALL SEND EACH OTHER AN INVOICE FOR SERVICES USED UNDER THIS
AGREEMENT WITHIN FIFTEEN (15) DAYS AFTER THE CLOSE OF BILLING.

EACH INVOICE SHALL CONTAIN THE FOLLOWING INFORMATION.

         a.       Billing period used by Serving Carrier

         b.       Batch sequence number

         c.       Serving and Home Carrier System Identification Number

         d.       Air Service charges

         e.       Total toll charges (both intrastate and interstate)

         f.       All other charges and credits

         g.       Total taxes

         h.       Total charges












                                      13
<PAGE>


PAYMENT ON SUCH INVOICES SHALL BE MADE IN THE FORM OF A CHECK OR A WIRE TRANSFER
WHICH MUST BE RECEIVED BY THE INVOICING PARTY WITHIN THIRTY (30) DAYS FROM THE
DATE OF THE INVOICE. LATE PAYMENTS SHALL BE CHARGED WITH A LATE PAYMENT FEE OF
ONE AND ONE HALF PERCENT (1.5%) OF THE OUTSTANDING BALANCE FOR EACH THIRTY-DAY
PERIOD (OR PORTION THEREOF) THAT SUCH PAYMENTS ARE LATE.

EACH PARTY MAY OFFSET THE AMOUNT OWED TO THE OTHER PARTY UNDER THIS AGREEMENT
AND A SINGLE PAYMENT OF THE BALANCE TO THE PARTY ENTITLED TO RECEIVE SUCH
BALANCE SHALL BE MADE.

IF THE SERVING CARRIER PROVIDES PRE-CALL VALIDATION OF THE HOME CARRIER'S
CUSTOMERS, THE HOME CARRIER AGREES TO IMPLEMENT NEGATIVE FILE SUPPRESSION AT THE
CLEARINGHOUSE AND THE CIBERNET NEGATIVE FILE GUIDELINES AND PROCEDURES DO NOT
APPLY.



                                INTEROPERABILITY

THE PARTIES AGREE THAT THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT RELATED
TO THE INTEROPERABILITY OF THE AWS SYSTEM AND THE ACC TDMA SYSTEM SHALL BE
CONSTRUED IN ACCORDANCE WITH THE FOLLOWING GENERAL PRINCIPLES:

THE PARTIES AGREE, CONFIRM AND ACKNOWLEDGE THAT ONE OF THEIR PRIMARY OBJECTIVES
IN ENTERING INTO THIS AGREEMENT IS TO PROMOTE THE ESTABLISHMENT AND OPERATION
THROUGHOUT THE UNITED STATES OF A MOBILE WIRELESS SERVICE THAT IS TDMA-BASED AND
THAT WILL APPEAR TO THEIR RESPECTIVE SUBSCRIBERS AS A SINGLE MOBILE WIRELESS
NETWORK WITH A COMMON USER INTERFACE PERTAINING TO THE ADOPTED FEATURES, AND
THAT THEY INTEND TO ACHIEVE SUCH PURPOSE AND OBJECTIVE AS SET FORTH IN, AND
SUBJECT TO THE TERMS AND CONDITIONS OF, THIS AGREEMENT. ADOPTED FEATURES SHALL
BE MADE AVAILABLE TO ALL CUSTOMERS OF A PARTY WHEN ROAMING IN THE AWS SYSTEM OR
THE ACC TDMA SYSTEM, SUBJECT TO THE TERMS OF THIS AGREEMENT. EACH PARTY SHALL
USE GOOD FAITH EFFORTS, WHEN IMPLEMENTING ANY SOFTWARE OR OTHER SYSTEM CHANGE OR
UPGRADE, TO CONFIRM THE CONTINUED AVAILABILITY OF THE FEATURE INTEROPERABILITY
PROVIDED FOR HEREIN, AND IN THE EVENT OF ANY INTERFERENCE WITH ANY FEATURE
INTEROPERABILITY SHALL WORK EXPEDITIOUSLY TO RESTORE REQUIRED FUNCTIONALITY.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN THE EVENT THE
AUTHENTICATION FRAUD PROTECTION FEATURE (OR ANY SUBSEQUENT OR COMPARABLE FRAUD
PROTECTION FEATURE) IS DISABLED OR AFFECTED BY ANY NETWORK CHANGE SO AS TO
INTERFERE WITH ITS INTEROPERABILITY, THE PARTY RESPONSIBLE FOR SUCH NETWORK
SHALL RESTORE INTEROPERABILITY WITHIN 48 HOURS OF NOTIFICATION FROM THE AFFECTED
PARTY.

THE PARTIES AGREE THAT EACH OF THEIR RESPECTIVE OBLIGATIONS, DUTIES, RIGHTS AND
ENTITLEMENTS PURSUANT TO THIS AGREEMENT SHALL BE INTERPRETED, TO THE EXTENT SUCH
INTERPRETATION IS REQUIRED TO RESOLVE ANY DISPUTE OR UNCERTAINTY CONCERNING THIS
AGREEMENT, IN A MANNER THAT IS REASONABLY CONSISTENT WITH, AND WHICH REASONABLY
SUPPORTS, THE PURPOSE AND OBJECTIVE OF THIS AGREEMENT AS SET OUT IN SECTION
10.1.1.

THE PARTIES AGREE THAT THEY EACH SHALL, IN GOOD FAITH, WORK TOGETHER, COOPERATE,
AND USE THE RIGHTS THAT THEY EACH HAVE GRANTED THE OTHER UNDER THIS AGREEMENT
FOR THE PURPOSES SET OUT IN SECTION 10.1.1 AND ON THE TERMS AND CONDITIONS OF
THIS AGREEMENT.


                                      14
<PAGE>

ANY ENTITY LISTED ON SCHEDULE 1 BUT IN WHICH AT&T WIRELESS OWNS, DIRECTLY OR
INDIRECTLY, LESS THAN A MAJORITY INTEREST OR WHICH AT&T WIRELESS OTHERWISE DOES
NOT CONTROL SHALL, AT THE OPTION OF AT&T WIRELESS, NOT BE SUBJECT TO THE
REQUIREMENTS OF THIS ARTICLE X.

THE PARTIES AGREE TO IMPLEMENT TDMA-BASED SYSTEMS AS FOLLOWS:

THE PARTIES EACH ACKNOWLEDGE AND CONFIRM THAT THEIR DIGITAL STANDARD FOR, IN THE
CASE OF AWS, THE AWS SYSTEM AND, IN THE CASE OF ACC, THE ACC TDMA SYSTEM, IS
CURRENTLY (AS OF THE EFFECTIVE DATE) TDMA. IN ADDITION, ACC SHALL MAINTAIN ITS
COMMITMENT TO TDMA AS ACC'S DIGITAL STANDARD FOR THE ACC TDMA SYSTEM ON EXHIBIT
A FOR SO LONG AS, AND TO THE EXTENT THAT, AWS MAINTAINS ITS COMMITMENT TO TDMA
AS AWS'S DIGITAL STANDARD. AWS AGREES THAT IN THE EVENT IT MAY EXERCISE ITS
DISCRETION TO NO LONGER REMAIN COMMITTED TO TDMA AS ITS DIGITAL STANDARD, IT
SHALL INFORM ACC OF THAT DECISION BY NO LATER THAN SIX MONTHS PRIOR TO THE
IMPLEMENTATION OF ANY NON-COMPATIBLE INTERFACE. UPON THE IMPLEMENTATION OF ANY
SUCH NON-COMPATIBLE INTERFACE, THE FOLLOWING SECTIONS OF THIS AGREEMENT SHALL
IMMEDIATELY TERMINATE: SECTIONS 10.1.1, 10.2.2, AND 10.2.3.

ACC SHALL DEPLOY TDMA THROUGHOUT THE ACC TDMA SYSTEM WITHIN TWELVE (12) MONTHS
AFTER THE DATE OF THIS AGREEMENT. ACC SHALL USE COMMERCIALLY REASONABLE EFFORTS
TO PROMOTE THE USE OF TDMA-BASED COMMUNICATIONS DEVICES AMONG ITS CUSTOMERS WHO
ROAM ON THE AWS SYSTEM.

EACH OF THE PARTIES AGREES THAT IT SHALL OPERATE AND SUPPORT ITS TDMA-BASED
SYSTEM, TO THE EXTENT INSTALLED, TO ENSURE THAT THE OTHER PARTY'S CUSTOMERS CAN
USE THE ADOPTED FEATURES WHEN ROAMING ON THE SERVING CARRIER'S TDMA-BASED SYSTEM
IN THE SAME MANNER THAT SUCH CUSTOMERS USE SUCH ADOPTED FEATURES ON THE HOME
CARRIER'S TDMA-BASED SYSTEM.

CORE FEATURES. EACH PARTY SHALL, AT ITS OWN EXPENSE, IMPLEMENT THE CORE FEATURES
IN THE AWS SYSTEM, IN THE CASE OF AWS, AND IN THE ACC TDMA SYSTEM, IN THE CASE
OF ACC, AS SOON AS REASONABLY PRACTICABLE AND IN ANY EVENT WITHIN ONE (1) YEAR
AFTER THE EFFECTIVE DATE. THEREAFTER, CORE FEATURES SHALL BE IMPLEMENTED AT THE
TIME ANY TDMA-BASED SYSTEM IS PLACED INTO OPERATION.

FUTURE CORE FEATURES. THE FUTURE CORE FEATURES SHALL BE THOSE FEATURES SET FORTH
ON SCHEDULE E-2 TO EXHIBIT E ATTACHED HERETO OR THAT ARE AGREED UPON BY THE
PARTIES FROM TIME TO TIME AFTER THE EXECUTION OF THIS AGREEMENT. EACH PARTY
SHALL, AT ITS OWN EXPENSE, IMPLEMENT SUCH FUTURE CORE FEATURES WITHIN ONE (1)
YEAR AFTER THE GENERAL AVAILABILITY OF SUCH FUTURE CORE FEATURES, PROVIDED THAT,
AND SUBJECT TO SUCH PARTY'S DETERMINATION, IN ITS SOLE AND ABSOLUTE DISCRETION,
THAT SUCH IMPLEMENTATION IS BOTH FINANCIALLY FEASIBLE AND ECONOMICALLY VIABLE,
AND CONSISTENT WITH SUCH PARTY'S OBJECTIVE OF MAXIMIZING ITS FINANCIAL
PERFORMANCE. IN THE EVENT THAT A PARTY OPTS NOT TO ADOPT A FUTURE CORE FEATURE
IN ACCORDANCE WITH THIS SECTION 10.3.1, IT SHALL PROMPTLY NOTIFY THE OTHER PARTY
OF THAT DECISION. FUTURE CORE FEATURES SHALL BE IMPLEMENTED IN ACCORDANCE WITH
THIS SECTION IN THE AREAS SPECIFIED FOR EACH RESPECTIVE PARTY IN SECTION 10.3.1.

ADDITIONAL FEATURES. IN ADDITION TO THE CORE FEATURES AND THE FUTURE CORE
FEATURES, ACC SHALL OFFER, AT THE REQUEST OF AWS, ADDITIONAL SERVICE FEATURES
THAT AWS NOTIFIES ACC THAT AWS WILL PROVIDE IN A MAJORITY OF ITS TDMA SYSTEMS,
UNLESS THE MANAGEMENT COMMITTEE REASONABLY DETERMINES THAT PROVIDING SUCH
ADDITIONAL FEATURES WOULD BE FINANCIALLY DETRIMENTAL TO ACC. ABSENT SUCH
DETERMINATION, ANY SUCH ADDITIONAL FEATURES SHALL BE ADOPTED WITHIN 120 DAYS (OR


                                      15
<PAGE>


SUCH LONGER PERIOD AS IS REASONABLY NECESSARY UNDER THE CIRCUMSTANCES) AFTER THE
REQUEST BY AWS. ACC AGREES THAT IN ORDER TO OFFER CERTAIN ADDITIONAL FEATURES IT
WILL BE OBLIGATED TO IMPLEMENT TECHNOLOGICAL ENHANCEMENTS, UPGRADES,
IMPROVEMENTS AND ADVANCES ("IMPROVEMENTS") THAT ARE IMPLEMENTED BY AWS FROM TIME
TO TIME (E.G., EDGE TECHNOLOGY) AND THAT ARE TECHNOLOGICALLY COMPATIBLE WITH
ACC'S EQUIPMENT. AT THE REQUEST OF AWS, ACC WILL IMPLEMENT ANY IMPROVEMENTS THAT
AWS NOTIFIES ACC THAT AWS WILL IMPLEMENT IN A MAJORITY OF ITS TDMA SYSTEMS,
UNLESS THE MANAGEMENT COMMITTEE REASONABLY DETERMINES THAT THE IMPLEMENTATION OF
ANY SUCH IMPROVEMENT WOULD BE FINANCIALLY DETRIMENTAL TO ACC. ABSENT SUCH
DETERMINATION, ANY SUCH IMPROVEMENTS SHALL BE IMPLEMENTED WITHIN 120 DAYS (OR
SUCH LONGER PERIOD AS IS REASONABLY NECESSARY UNDER THE CIRCUMSTANCES) AFTER THE
REQUEST BY AWS. A COURSE OF ACTION WILL BE CONSIDERED "FINANCIALLY DETRIMENTAL"
TO ACC FOR PURPOSES OF THIS SECTION 10.3.3 IF THE REASONABLE BUSINESS CASE FOR
SUCH COURSE OF ACTION HAS A NET PRESENT VALUE THAT IS LESS THAN OR EQUAL TO
NEGATIVE 10% OF THE CAPITAL COST OF THAT COURSE OF ACTION.

THE PARTIES SHALL USE COMMERCIALLY REASONABLE EFFORTS TO COMPLY WITH THE NETWORK
PERFORMANCE STANDARDS WITH RESPECT TO THE ADOPTED FEATURES THAT ARE SET OUT IN
SCHEDULE E-3 TO EXHIBIT E ATTACHED HERETO.

NEITHER PARTY SHALL PROVIDE THE OTHER PARTY'S CUSTOMERS WITH SERVICE INFERIOR IN
QUALITY TO THAT PROVIDED TO ITS OWN CUSTOMERS. EACH PARTY SHALL PROVIDE SERVICE
TO CUSTOMERS OF THE OTHER PARTY OF A QUALITY LEVEL, BASED ON CRITERIA
CUSTOMARILY USED TO EVALUATE THE PERFORMANCE OF WIRELESS VOICE SYSTEMS,
COMPARABLE TO OR EXCEEDING INDUSTRY NORMS. ANY ASSESSMENT OF "QUALITY" SHALL BE
WITH REFERENCE TO THE SYSTEM'S PERFORMANCE AS A WHOLE WITHIN A SPECIFIC MSA,
RSA, OR BTA, AS THE CASE MAY BE, AND SHALL BE OVER SUCH A PERIOD OF TIME AS
REASONABLY NECESSARY TO YIELD AN ACCURATE DEPICTION OF SYSTEM "QUALITY" TAKING
INTO ACCOUNT ALL OF THE VARIABLES WHICH MAY AFFECT SYSTEM PERFORMANCE.

IN ORDER TO FACILITATE PERFORMANCE BY EACH OF THE PARTIES OF THEIR OBLIGATIONS
UNDER THIS ARTICLE X, THE PARTIES AGREE TO EXCHANGE AND SHARE INFORMATION WITH
EACH OTHER AS FOLLOWS, EXCEPT THAT NOTHING CONTAINED HEREIN SHALL BE CONSTRUED
TO REQUIRE A PARTY TO EXCHANGE INFORMATION THAT THE PARTY CONSIDERS CONFIDENTIAL
OR PROPRIETARY.

SUBJECT TO ARTICLE XVII OF THIS AGREEMENT, THE PARTIES SHALL PROVIDE EACH OTHER,
ON A REASONABLY PROMPT BASIS, WITH ALL INFORMATION AND MATERIALS THAT EITHER HAS
A RIGHT TO DISCLOSE THAT IS NECESSARY TO MEET THE INTEROPERABILITY STANDARDS SET
FORTH IN THIS ARTICLE X, INCLUDING WITHOUT LIMITATION THE FOLLOWING INFORMATION:

         System Engineering:



         Minimum Standards for Systems

         Features:


         Capability description of present Core Features and other Features
         User Interface (codes)


                                      16
<PAGE>


         Implementation procedures
         Roaming requirements
         Feature functionality design documents

                  Research and Development:

         operational test results
         operational defects and bugs
         remedial/back-up plans
         operational, functional and technical specifications
         all related documentation
         systems integration

EACH PARTY AGREES THAT IT SHALL, IN PERFORMING ITS OBLIGATIONS TO PROVIDE THE
OTHER PARTY WITH INFORMATION IN ACCORDANCE WITH SECTION 10.5, ACT REASONABLY,
AND IN GOOD FAITH TOWARD THE OTHER PARTY.

NOTHING CONTAINED HEREIN IS INTENDED OR SHOULD BE CONSTRUED TO CONSTITUTE THE
TRANSFER OR GRANT BY ONE PARTY TO THE OTHER OF ANY OWNERSHIP, LICENSE, OR OTHER
RIGHTS OF OR TO ANY TRADE SECRET, KNOW-HOW, OR OTHER INTELLECTUAL PROPERTY BY
ONE PARTY TO THE OTHER.

EACH PARTY SHALL PROVIDE FOR AUTOMATIC CALL DELIVERY FOR CUSTOMERS OF THE OTHER
PARTY WHO ARE ROAMERS IN SUCH PARTY'S SYSTEM. TO THIS END, EACH PARTY SHALL
CONTINUOUSLY PROVIDE THE HARDWARE, SOFTWARE AND TRANSMISSION FACILITIES REQUIRED
FOR SUCH CALL DELIVERY EITHER DIRECTLY BETWEEN THE SYSTEMS OF THE PARTIES OR
INDIRECTLY THROUGH A SEPARATE NETWORK OF WIRELESS COMMUNICATIONS CARRIERS. THE
HARDWARE, SOFTWARE AND TRANSMISSION FACILITIES PROVIDED BY EACH PARTY HEREUNDER
SHALL AT ALL TIMES BE OPERATED AND MAINTAINED TO PROVIDE THE MOST EFFICIENT
LEVEL OF SERVICE THAT IS TECHNICALLY FEASIBLE AND COMMERCIALLY REASONABLE TO
MINIMIZE TRANSMISSION ERRORS AND SERVICE INTERRUPTIONS.

IF THE PARTIES HAVE IMPLEMENTED LINKING FACILITIES AS CONTEMPLATED IN SECTION
10.8, THE SERVING CARRIER SHALL AUTOMATICALLY HAND-OFF TO THE HOME CARRIER, AND
AS REQUESTED SHALL AUTOMATICALLY ACCEPT HAND-OFF FROM THE HOME CARRIER IN ORDER
TO PROVIDE SERVICE AS SPECIFIED IN ARTICLE II, CALLS TO OR FROM A CUSTOMER OF
THE HOME CARRIER IN ACCORDANCE WITH THE HAND-OFF PROCEDURES ESTABLISHED FOR SUCH
LINKING FACILITIES. TO THIS END, EACH PARTY SHALL CONTINUOUSLY PROVIDE THE
HARDWARE, SOFTWARE AND TRANSMISSION FACILITIES REQUIRED FOR SUCH CALL HAND-OFF
EITHER DIRECTLY BETWEEN THE SYSTEMS OF SUCH HOME AND SERVING CARRIER OR
INDIRECTLY THROUGH A SEPARATE NETWORK OF WIRELESS COMMUNICATIONS CARRIERS. THE
HARDWARE, SOFTWARE AND TRANSMISSION FACILITIES PROVIDED BY EACH PARTY HEREUNDER
SHALL AT ALL TIMES BE OPERATED AND MAINTAINED TO PROVIDE THE MOST EFFICIENT
LEVEL OF SERVICE THAT IS TECHNICALLY FEASIBLE AND COMMERCIALLY REASONABLE TO
MINIMIZE TRANSMISSION ERRORS AND SERVICE INTERRUPTION.

THE PARTIES WILL WORK TOGETHER TO EVALUATE THE ECONOMIC ADVANTAGE OF VARIOUS
SWITCH LINKING OPTIONS TO INTERCONNECT AND FACILITATE NETWORKING OF THE PARTIES'
RESPECTIVE SYSTEMS AS REQUIRED BY THIS AGREEMENT. SHOULD THE PARTIES AGREE TO
INSTALL AND MAINTAIN LINKING


                                      17
<PAGE>


FACILITIES, THE COST OF THE LINKING FACILITIES SHALL BE ALLOCATED PURSUANT TO
THE FOLLOWING PROVISIONS:

AWS AND ACC WILL EACH PAY ONE-HALF OF THE EQUIPMENT COSTS FOR THE ESTABLISHMENT
OF MICROWAVE FACILITIES TO LINK THE PARTIES' RESPECTIVE SYSTEMS FOR THE PURPOSES
OF AUTOMATIC CALL DELIVERY AND AUTOMATIC CALL HAND-OFF. EACH PARTY IS SOLELY
RESPONSIBLE FOR THE COSTS OF PREPARING ITS OWN FACILITIES FOR THE SYSTEM LINK.

EQUIPMENT COSTS FOR THE ESTABLISHMENT OF A LANDLINE LINK (T-1) TO LINK THE
PARTIES' RESPECTIVE SYSTEMS TOGETHER FOR THESE PURPOSES SHALL BE SPLIT BETWEEN
THE PARTIES AS FOLLOWS:

         (a) AWS and ACC shall each pay one-half of the cost for the
installation, use, modification, or discontinuance of the linking facilities.
Each party is solely responsible for all costs to prepare its own facilities for
the link between the Systems.

         (b) For ease of administration, AWS will order and be the customer of
record ("COR") for such facilities. ACC will reimburse AWS monthly for its share
of the recurring costs of such facilities. The COR shall be responsible for
invoicing the other Party for its share of the costs, with payment due within 30
days of receipt of the invoice.

THE PARTIES AGREE THAT THIS SECTION 10.8 RELATES ONLY TO THOSE COSTS NECESSARY
TO ESTABLISH THE REFERENCED FACILITIES. THIS SECTION IS NOT APPLICABLE TO THE
ALLOCATION OF COSTS WITH RESPECT TO THE PROVISION OF SERVICE FOR EACH PARTY'S
CUSTOMERS.

THE PARTIES AGREE THAT THE REVENUES AND COSTS FOR A CALL BELONG TO THE PARTY
WHOSE SYSTEM OPERATES THE ORIGINATING CELL SITE (THE "BILL AND KEEP SYSTEM").



                         REPRESENTATIONS AND WARRANTIES

AWS HEREBY REPRESENTS AND WARRANTS TO ACC THAT:

AT&T WIRELESS IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF DELAWARE. AT&T WIRELESS HAS ALL
REQUISITE POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO CAUSE
THIS AGREEMENT TO BE THE BINDING OBLIGATION, TO THE EXTENT PROVIDED HEREIN, OF
THOSE OF ITS AFFILIATES LISTED ON SCHEDULE 1 OR ADDED TO SCHEDULE 1 HEREAFTER IN
ACCORDANCE WITH SECTION 2.4.

THIS AGREEMENT IS THE LEGAL, VALID, AND BINDING OBLIGATION OF AT&T WIRELESS,
ENFORCEABLE AGAINST AT&T WIRELESS IN ACCORDANCE WITH ITS TERMS, EXCEPT THAT SUCH
ENFORCEABILITY MAY BE


                                      18
<PAGE>


SUBJECT TO (a) BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, OR OTHER
SIMILAR LAWS NOW OR HEREAFTER IN EFFECT RELATING TO CREDITORS' RIGHTS GENERALLY
AND (b) EQUITABLE PRINCIPLES OF LAW AND THE DISCRETION OF ANY COURT OR ARBITRAL
BODY BEFORE WHICH ANY RELATED PROCEEDING MAY BE BROUGHT.

THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT BY AT&T WIRELESS DOES
NOT AND WILL NOT CONFLICT WITH OR RESULT IN A MATERIAL DEFAULT, SUSPENSION, OR
TERMINATION OF ANY AGREEMENT, CONTRACT, OBLIGATION, LICENSE, OR AUTHORIZATION
WITH OR GRANTED BY ANY THIRD PARTY OR GOVERNMENTAL BODY.

ACC HEREBY REPRESENTS AND WARRANTS TO AWS THAT:

ACC IS A LIMITED LIABILITY COMPANY DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF DELAWARE. ACC HAS ALL REQUISITE POWER
AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO CAUSE THIS AGREEMENT
TO BE THE BINDING OBLIGATION, TO THE EXTENT PROVIDED HEREIN, OF THOSE OF ITS
AFFILIATES LISTED ON SCHEDULE 2 OR ADDED TO SCHEDULE 2 HEREAFTER IN ACCORDANCE
WITH SECTION 2.4.

THIS AGREEMENT IS THE LEGAL, VALID, AND BINDING OBLIGATION OF ACC, ENFORCEABLE
AGAINST ACC IN ACCORDANCE WITH ITS TERMS, EXCEPT THAT SUCH ENFORCEABILITY MAY BE
SUBJECT TO (a) BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, OR OTHER
SIMILAR LAWS NOW OR HEREAFTER IN EFFECT RELATING TO CREDITORS' RIGHTS GENERALLY
AND (b) EQUITABLE PRINCIPLES OF LAW AND THE DISCRETION OF ANY COURT OR ARBITRAL
BODY BEFORE WHICH ANY RELATED PROCEEDING MAY BE BROUGHT.

THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT BY ACC DOES NOT AND
WILL NOT CONFLICT WITH OR RESULT IN A MATERIAL DEFAULT, SUSPENSION, OR
TERMINATION OF ANY AGREEMENT, CONTRACT, OBLIGATION, LICENSE, OR AUTHORIZATION
WITH OR GRANTED BY ANY THIRD PARTY OR GOVERNMENTAL BODY.



                  TERM, TERMINATION AND SUSPENSION OF AGREEMENT

THIS AGREEMENT SHALL HAVE A TERM COMMENCING ON THE EFFECTIVE DATE AND CONTINUING
FOR A PERIOD OF TWENTY (20) YEARS; PROVIDED, THAT THE PROVISIONS OF SECTION 2.5
SHALL TERMINATE ON THE EARLIER OF (i) THE FIFTH ANNIVERSARY OF THE EFFECTIVE
DATE AND (ii) TERMINATION OF THE ROAMING PREFERENCE OBLIGATIONS OF AWS UNDER
SECTION 8.2(a) OF THE LLC AGREEMENT. THEREAFTER, THIS AGREEMENT SHALL CONTINUE
IN FORCE ON A MONTH-TO-MONTH BASIS UNLESS EITHER PARTY TERMINATES THE AGREEMENT
BY WRITTEN NOTICE TO THE OTHER PARTY GIVEN AT LEAST 90 DAYS PRIOR TO THE DATE OF
TERMINATION. OTHERWISE, THIS AGREEMENT MAY BE TERMINATED OR SUSPENDED ONLY AS
PROVIDED IN THIS ARTICLE XII.

THIS AGREEMENT MAY BE TERMINATED OR SUSPENDED BY EITHER PARTY IMMEDIATELY UPON
WRITTEN NOTICE TO THE OTHER OF A DEFAULT (AS DEFINED IN SECTION 13.1) BY THE
OTHER PARTY. IN ADDITION, EITHER PARTY MAY SUSPEND THIS AGREEMENT IMMEDIATELY
UPON WRITTEN NOTICE TO THE OTHER PARTY PURSUANT TO SECTION 13.1.1 OF THE
EXISTENCE OF A BREACH OF THIS AGREEMENT, WHETHER OR NOT SUCH BREACH CONSTITUTES
A DEFAULT, WHICH MATERIALLY AFFECTS THE SERVICE BEING PROVIDED TO CUSTOMERS OF
THE NON-BREACHING PARTY. WHILE ANY SUSPENSION OF THIS AGREEMENT, WHETHER IN PART
OR IN WHOLE, IS IN EFFECT, THE OBLIGATIONS OF THE PARTIES SHALL BE


                                      19
<PAGE>



ONLY THOSE THAT SURVIVE TERMINATION AND TO WORK TOGETHER TO RESOLVE AS
EXPEDITIOUSLY AS POSSIBLE ANY DIFFICULTY THAT RESULTED IN A SUSPENSION. AT SUCH
TIME AS THE PARTY ORIGINALLY GIVING NOTICE OF SUSPENSION CONCLUDES THAT THE
PROBLEM CAUSING THE SUSPENSION HAS BEEN RESOLVED, THAT PARTY SHALL GIVE TO THE
OTHER WRITTEN NOTICE TO THIS EFFECT. THIS AGREEMENT SHALL RESUME IN FULL EFFECT
WITHIN FIVE (5) BUSINESS DAYS AFTER THE PARTIES HAVE MUTUALLY AGREED THAT THE
PROBLEM HAS BEEN RESOLVED.

THE PARTIES SHALL COOPERATE TO LIMIT THE EXTENT AND EFFECT OF ANY SUSPENSION OF
THIS AGREEMENT TO WHAT IS REASONABLY REQUIRED TO ADDRESS ONLY THE CAUSE OF SUCH
SUSPENSION.

IN THE EVENT THAT A PARTY TRANSFERS CONTROL OF AN AFFILIATE LISTED IN SCHEDULE 1
OR SCHEDULE 2, AS THE CASE MAY BE, THE PARTY SHALL PROVIDE AT LEAST FOUR MONTHS'
PRIOR WRITTEN NOTICE TO THE OTHER PARTY AND UPON SUCH TRANSFER SUCH AFFILIATE
SHALL BE DELETED FROM THE APPROPRIATE SCHEDULE, BUT DOING SO WILL NOT RELIEVE A
PARTY OF ITS OBLIGATIONS UNDER SECTION 14.1.

THE TERMINATION OR SUSPENSION OF THIS AGREEMENT SHALL NOT AFFECT THE RIGHTS AND
LIABILITIES OF THE PARTIES UNDER THIS AGREEMENT WITH RESPECT TO ALL AUTHORIZED
ROAMER CHARGES INCURRED PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION OR
SUSPENSION.



                                     DEFAULT

A PARTY WILL BE IN "DEFAULT" UNDER THIS AGREEMENT UPON THE OCCURRENCE OF ANY OF
THE FOLLOWING EVENTS:

MATERIAL BREACH OF ANY MATERIAL TERM OF THIS AGREEMENT, IF SUCH BREACH SHALL
CONTINUE FOR THIRTY (30) DAYS AFTER RECEIPT OF WRITTEN NOTICE THEREOF FROM THE
NONBREACHING PARTY;

VOLUNTARY LIQUIDATION OR DISSOLUTION OR THE APPROVAL BY THE MANAGEMENT, BOARD OF
DIRECTORS, STOCKHOLDERS, OR OWNERS OF A PARTY OF ANY PLAN OR ARRANGEMENT FOR THE
VOLUNTARY LIQUIDATION OR DISSOLUTION OF THE PARTY;

A FINAL ORDER BY THE FCC REVOKING OR DENYING RENEWAL OF CMRS LICENSES OR PERMITS
GRANTED TO SUCH PARTY WHICH, INDIVIDUALLY OR IN THE AGGREGATE, ARE MATERIAL TO
THE BUSINESS OF SUCH PARTY; OR

SUCH PARTY (i) FILING PURSUANT TO A STATUTE OF THE UNITED STATES OR OF ANY
STATE, A PETITION FOR BANKRUPTCY OR INSOLVENCY OR FOR REORGANIZATION OR FOR THE
APPOINTMENT OF A RECEIVER OR TRUSTEE FOR ALL OR A PORTION OF SUCH PARTY'S
PROPERTY, (ii) HAS FILED AGAINST IT, PURSUANT TO A STATUTE OF THE UNITED STATES
OR OF ANY STATE, A PETITION FOR BANKRUPTCY OR INSOLVENCY OR FOR REORGANIZATION
OR FOR THE APPOINTMENT OF A RECEIVER OR TRUSTEE FOR ALL OR A PORTION OF SUCH
PARTY'S PROPERTY, PROVIDED THAT WITHIN 120 DAYS AFTER THE FILING OF ANY SUCH
PETITION SUCH PARTY FAILS TO OBTAIN A DISCHARGE THEREOF, OR (iii) MAKING AN
ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR PETITIONING FOR, OR VOLUNTARILY
ENTERING INTO, AN ARRANGEMENT OF SIMILAR NATURE, AND PROVIDED THAT SUCH FILING,
PETITION, OR APPOINTMENT IS STILL CONTINUING.

ALL CLAIMS AND DISPUTES RELATING IN ANY WAY TO THE PERFORMANCE, INTERPRETATION,
VALIDITY, OR BREACH OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO A CLAIM
BASED ON OR ARISING FROM AN


                                      20
<PAGE>


ALLEGED TORT, SHALL BE RESOLVED AS PROVIDED IN THIS SECTION 13.2. IT IS THE
INTENT OF THE PARTIES THAT ANY DISAGREEMENTS BE RESOLVED AMICABLY TO THE
GREATEST EXTENT POSSIBLE.

IF A DISAGREEMENT CANNOT BE RESOLVED BY THE REPRESENTATIVES OF THE PARTIES WITH
DAY-TO-DAY RESPONSIBILITY FOR THIS AGREEMENT, SUCH MATTER SHALL BE REFERRED TO
AN EXECUTIVE OFFICER OF EACH OF THE PARTIES. THE EXECUTIVE OFFICERS SHALL
CONDUCT FACE-TO-FACE NEGOTIATIONS AT A NEUTRAL LOCATION OR SUCH OTHER LOCATION
AS SHALL BE MUTUALLY AGREED UPON. IF THESE REPRESENTATIVES ARE UNABLE TO RESOLVE
THE DISPUTE WITHIN TEN BUSINESS DAYS AFTER EITHER PARTY REQUESTS THE INVOLVEMENT
OF THE EXECUTIVE OFFICERS, THEN EITHER PARTY MAY, BUT IS NOT REQUIRED TO, REFER
THE MATTER TO MEDIATION OR ARBITRATION, AS APPLICABLE IN ACCORDANCE WITH
SECTIONS 13.2.2 AND 13.2.3.

IN ANY CASE WHERE THE AMOUNT CLAIMED OR AT ISSUE IS ONE MILLION DOLLARS
($1,000,000) OR MORE AND THE PARTIES ARE UNSUCCESSFUL IN RESOLVING THE
DISAGREEMENT, THE PARTIES AGREE TO SUBMIT THE DISAGREEMENT TO NON-BINDING
MEDIATION UPON WRITTEN NOTIFICATION BY EITHER PARTY. THE PARTIES SHALL MUTUALLY
SELECT AN INDEPENDENT MEDIATOR EXPERIENCED IN TELECOMMUNICATIONS SYSTEM
DISPUTES. THE SPECIFIC FORMAT FOR THE MEDIATION SHALL BE LEFT TO THE DISCRETION
OF THE MEDIATOR. IF MEDIATION DOES NOT RESULT IN RESOLUTION OF THE DISAGREEMENT
WITHIN THIRTY DAYS OF THE INITIAL REQUEST FOR MEDIATION, THEN EITHER PARTY MAY,
BUT IS NOT REQUIRED TO, REFER THE MATTER TO ARBITRATION.

ANY DISAGREEMENT NOT FINALLY RESOLVED IN ACCORDANCE WITH THE FOREGOING
PROVISIONS OF THIS SECTION 13.2 SHALL, UPON WRITTEN NOTICE BY EITHER PARTY TO
THE OTHER, BE RESOLVED BY FINAL AND BINDING ARBITRATION. SUBJECT TO THIS SECTION
13.2.3, SUCH ARBITRATION SHALL BE CONDUCTED THROUGH, AND IN ACCORDANCE WITH THE
RULES OF, JAMS/ENDISPUTE. A SINGLE NEUTRAL ARBITRATOR SHALL DECIDE ALL DISPUTES.
EACH PARTY SHALL BEAR ITS OWN EXPENSES WITH RESPECT TO THE ARBITRATION, EXCEPT
THAT THE COSTS OF ARBITRATION PROCEEDING ITSELF, INCLUDING THE FEES AND EXPENSES
OF THE ARBITRATOR, SHALL BE SHARED EQUALLY BY THE PARTIES. THE ARBITRATION SHALL
TAKE PLACE IN A NEUTRAL LOCATION SELECTED BY THE ARBITRATOR. THE ARBITRATOR MAY
PERMIT DISCOVERY TO THE FULL EXTENT PERMITTED BY THE FEDERAL RULES OF CIVIL
PROCEDURE OR TO SUCH LESSER EXTENT AS THE ARBITRATOR DETERMINES IS REASONABLE.
THE ARBITRATOR SHALL BE BOUND BY AND STRICTLY ENFORCE THE TERMS OF THIS
AGREEMENT. THE ARBITRATOR SHALL MAKE A GOOD FAITH EFFORT TO APPLY APPLICABLE
LAW, BUT AN ARBITRATION DECISION AND AWARD SHALL NOT BE SUBJECT TO REVIEW
BECAUSE OF ERRORS OF LAW. THE ARBITRATOR SHALL HAVE THE SOLE AUTHORITY TO
RESOLVE ISSUES OF THE ARBITRABILITY OF ANY DISAGREEMENT, INCLUDING THE
APPLICABILITY OR RUNNING OF ANY APPLICABLE STATUTE OF LIMITATION. THE ARBITRATOR
SHALL NOT HAVE POWER TO AWARD DAMAGES IN CONNECTION WITH ANY DISPUTE IN EXCESS
OF ACTUAL COMPENSATORY DAMAGES NOR TO AWARD PUNITIVE DAMAGES NOR ANY DAMAGES
THAT ARE EXCLUDED UNDER THIS AGREEMENT AND EACH PARTY IRREVOCABLY WAIVES ANY
CLAIM THERETO. THE AWARD OF ANY ARBITRATION SHALL BE FINAL, CONCLUSIVE AND
BINDING ON THE PARTIES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING
JURISDICTION OVER THE PARTY AGAINST WHICH THE AWARD WAS MADE. NOTHING CONTAINED
IN THIS SECTION 13.2.3 SHALL BE DEEMED TO PREVENT EITHER PARTY FROM SEEKING ANY
INTERIM EQUITABLE RELIEF, SUCH AS A PRELIMINARY INJUNCTION OR TEMPORARY
RESTRAINING ORDER, PENDING THE RESULTS OF THE ARBITRATION. THE UNITED STATES
ARBITRATION ACT AND FEDERAL ARBITRATION LAW SHALL GOVERN THE INTERPRETATION,
ENFORCEMENT, AND PROCEEDINGS PURSUANT TO THE ARBITRATION CLAUSE IN THIS
AGREEMENT.


                             SUCCESSORS AND ASSIGNS


                                      21
<PAGE>


NEITHER PARTY MAY, DIRECTLY OR INDIRECTLY, SELL, ASSIGN, TRANSFER, OR CONVEY ITS
INTEREST IN THIS AGREEMENT OR ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER,
INCLUDING ANY ASSIGNMENT OR TRANSFER OCCURRING BY OPERATION OF LAW, WITHOUT THE
WRITTEN CONSENT OF BOTH PARTIES, EXCEPT THAT (i) EITHER PARTY MAY ASSIGN OR
DELEGATE THIS AGREEMENT OR ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER TO AN
AFFILIATE OF SUCH PARTY WITHOUT THE CONSENT OF THE OTHER PARTY, BUT SUCH
ASSIGNMENT OR DELEGATION WILL NOT RELIEVE THE PARTY OF ANY OF ITS OBLIGATIONS
HEREUNDER AND (ii) A PARTY MAY ASSIGN ITS RIGHTS AND OBLIGATIONS HEREUNDER TO AN
ASSIGNEE OF ITS SERVICE LICENSE OR PERMIT ISSUED BY THE FCC, PROVIDED THAT SUCH
ASSIGNEE EXPRESSLY ASSUMES, BY WRITTEN INSTRUMENT APPROVED IN WRITING BY THE
OTHER PARTY, ALL OF THE OBLIGATIONS OF SUCH PARTY HEREUNDER AND THEREBY BECOMES
A PARTY HEREUNDER. IN NO EVENT WILL AN ASSIGNMENT PERMITTED UNDER THIS SECTION
14.1 WITHOUT THE CONSENT OF THE OTHER PARTY OBLIGATE A SERVING CARRIER TO
PROVIDE SERVICE TO CUSTOMERS OF THE ASSIGNEE OR ANY OF ITS AFFILIATES OTHER THAN
CUSTOMERS RESIDING IN THE AREA IN WHICH THE ASSIGNOR PREVIOUSLY WAS LICENSED TO
PROVIDE SERVICE.

NO PERSON OTHER THAN A PARTY TO THIS AGREEMENT OR AN INDEMNIFIED PERSON SHALL
ACQUIRE ANY RIGHTS HEREUNDER AS A THIRD-PARTY BENEFICIARY OR OTHERWISE BY VIRTUE
OF THIS AGREEMENT.



                NO PARTNERSHIP OR AGENCY RELATIONSHIP IS CREATED

Nothing contained in this Agreement shall constitute the Parties as partners
with one another or render any Party liable for any debts or obligations of any
other Party, nor shall any Party hereby be constituted the agent of the other
Party.



                     NOTICES AND AUTHORIZED REPRESENTATIVES

Unless otherwise provided herein, any notice, request, instruction or other
document to be given hereunder by any Party to the other shall be in writing and
delivered by hand delivery, certified mail (postage prepaid, return receipt
requested), facsimile, or overnight air delivery service, as follows:

         If to AWS, to:                   AT&T Wireless Services, Inc.
                                          PO Box 97061
                                          Redmond, WA 98073-9761
                                          Attn:    Intercarrier Services

         with a copy to:                  AT&T Wireless Services, Inc.
                                          PO Box 97061
                                          Redmond, WA 98073-9761
                                          Attn:    Legal Department


                                      22
<PAGE>


         If to ACC to:                    ACC Acquisition LLC
                                          c/o Dobson Communications Corporation
                                          13439 North Broadway Extension
                                          Oklahoma City, OK  73114
                                          Attn:    General Counsel

         with a copy to:                  Dobson Communications Corporation
                                          13439 North Broadway Extension
                                          Oklahoma City, OK  73114
                                          Attn:    General Counsel

or such other address as any Party may from time to time furnish to the other
Party by a notice given in accordance with the terms of this Section. All such
notices and communications shall be deemed to have been duly given at the time
delivered by hand, if personally delivered; three business days after being
deposited in the mail, if mailed; when receipt is confirmed, if by facsimile and
received by 3:00 p.m. local time on any business day and otherwise on the next
business day; and the next business day if sent by overnight air delivery
service.



                                 CONFIDENTIALITY

EACH PARTY SHALL, AND SHALL CAUSE EACH OF ITS AFFILIATES AND EACH OF ITS AND
THEIR EMPLOYEES, AGENTS, AND CONTRACTORS, TO KEEP CONFIDENTIAL AND NOT USE FOR
ANY PURPOSE EXCEPT AS CONTEMPLATED BY THIS AGREEMENT, ANY AND ALL INFORMATION
AND KNOW-HOW PROVIDED TO IT BY THE OTHER PARTY WHICH IS IDENTIFIED IN WRITING AS
CONFIDENTIAL ("CONFIDENTIAL INFORMATION"). IDENTIFICATION OF INFORMATION AS
CONFIDENTIAL SHALL, IN THE CASE OF INFORMATION DELIVERED IN TANGIBLE FORM,
APPEAR ON AT LEAST THE FACE OR FIRST PAGE OF SUCH INFORMATION AND, IN THE CASE
OF INFORMATION COMMUNICATED VERBALLY, BE GIVEN VERBALLY CONTEMPORANEOUSLY WITH
THE DELIVERY OF THE INFORMATION AND CONFIRMED IN WRITING WITHIN FIVE BUSINESS
DAYS THEREAFTER. NOTWITHSTANDING THE FOREGOING, THE FOLLOWING INFORMATION SHALL
BE TREATED AS CONFIDENTIAL INFORMATION WITHOUT ANY FURTHER IDENTIFICATION AS
SUCH: (i) THE TERMS, BUT NOT INCLUDING THE MERE EXISTENCE, OF THIS AGREEMENT;
AND (ii) ALL INFORMATION EXCHANGED PURSUANT TO ARTICLE VI.

NOTWITHSTANDING SECTION 17.1, A PARTY SHALL HAVE NO OBLIGATION TO KEEP
CONFIDENTIAL ANY INFORMATION THAT (a) WAS RIGHTLY IN THE RECEIVING PARTY'S
POSSESSION BEFORE RECEIPT FROM THE DISCLOSING PARTY, (b) IS OR BECOMES A MATTER
OF PUBLIC KNOWLEDGE WITHOUT VIOLATION OF THIS AGREEMENT BY THE RECEIVING PARTY,
(c) IS RIGHTFULLY RECEIVED BY THE RECEIVING PARTY FROM A THIRD PARTY RIGHTFULLY
IN POSSESSION OF AND, TO THE BEST OF THE RECEIVING PARTY'S KNOWLEDGE, WITH A
RIGHT TO MAKE AN UNRESTRICTED DISCLOSURE OF SUCH INFORMATION, (d) IS DISCLOSED
BY THE DISCLOSING PARTY TO A THIRD PARTY WITHOUT IMPOSING A DUTY OF
CONFIDENTIALITY ON THE THIRD PARTY, OR (e) IS INDEPENDENTLY DEVELOPED BY THE
RECEIVING PARTY WITHOUT THE USE OF ANY CONFIDENTIAL INFORMATION. IN ADDITION, A
PARTY MAY DISCLOSE ANY CONFIDENTIAL INFORMATION TO THE EXTENT REQUIRED BY
APPLICABLE LAW OR REGULATION OR BY ORDER OF A COURT OR GOVERNMENTAL AGENCY;
PROVIDED, THAT PRIOR TO DISCLOSURE THE PARTY SHALL USE ALL REASONABLE


                                      23
<PAGE>


EFFORTS TO NOTIFY THE OTHER PARTY OF SUCH PENDING DISCLOSURE AND SHALL PROVIDE
ANY REASONABLE ASSISTANCE REQUESTED BY THE OTHER PARTY TO MAINTAIN THE
CONFIDENTIALITY OF THE INFORMATION.

THE PARTIES AGREE THAT A PARTY WILL NOT HAVE AN ADEQUATE REMEDY AT LAW IN THE
EVENT OF A DISCLOSURE OR THREATENED DISCLOSURE OF CONFIDENTIAL INFORMATION IN
VIOLATION OF THIS ARTICLE XVII. ACCORDINGLY, IN SUCH EVENT, IN ADDITION TO ANY
OTHER REMEDIES AVAILABLE AT LAW OR IN EQUITY, A PARTY SHALL BE ENTITLED TO
SPECIFIC ENFORCEMENT OF THIS ARTICLE XVII AND TO OTHER INJUNCTIVE AND EQUITABLE
REMEDIES AGAINST SUCH BREACH WITHOUT THE POSTING OF ANY BOND.

THE OBLIGATIONS UNDER THIS ARTICLE XVII SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT FOR A PERIOD OF THREE YEARS.



                                  MISCELLANEOUS

THE PARTIES AGREE TO COMPLY WITH, CONFORM TO, AND ABIDE BY ALL APPLICABLE AND
VALID LAWS, REGULATIONS, RULES AND ORDERS OF ALL GOVERNMENTAL AGENCIES AND
AUTHORITIES, AND AGREE THAT THIS AGREEMENT IS SUBJECT TO SUCH LAWS, REGULATIONS,
RULES AND ORDERS. ALL REFERENCES IN THIS AGREEMENT TO SUCH LAWS, REGULATIONS,
RULES AND ORDERS INCLUDE ANY SUCCESSOR PROVISION. IF ANY AMENDMENT TO OR
REPLACEMENT OF THE SAME MATERIALLY ALTERS THE BENEFITS, RIGHTS, AND DUTIES OF
THE PARTIES HEREUNDER, THE PARTIES AGREE TO NEGOTIATE IN GOOD FAITH AN AMENDMENT
TO THIS AGREEMENT TO RESTORE THE RESPECTIVE POSITIONS OF THE PARTIES TO
SUBSTANTIALLY THE SAME POINT AS EXISTED PRIOR TO SUCH AMENDMENT OR REPLACEMENT.

THE PARTIES AGREE TO USE THEIR RESPECTIVE BEST, DILIGENT, AND GOOD FAITH EFFORTS
TO FULFILL ALL OF THEIR OBLIGATIONS UNDER THIS AGREEMENT. THE PARTIES RECOGNIZE,
HOWEVER, THAT TO EFFECTUATE ALL THE PURPOSES OF THIS AGREEMENT, IT MAY BE
NECESSARY EITHER TO ENTER INTO FUTURE AGREEMENTS OR TO AMEND THIS AGREEMENT, OR
BOTH. IN THAT EVENT, THE PARTIES AGREE TO NEGOTIATE WITH EACH OTHER IN GOOD
FAITH.

THIS AGREEMENT CONSTITUTES THE FULL AND COMPLETE AGREEMENT OF THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF. ANY PRIOR AGREEMENTS AMONG THE PARTIES
WITH RESPECT TO THIS SUBJECT MATTER, ARE HEREBY SUPERSEDED. THIS AGREEMENT MAY
NOT BE AMENDED, EXCEPT BY THE WRITTEN CONSENT OF THE PARTIES. WAIVER OF ANY
BREACH OF ANY PROVISION OF THE AGREEMENT MUST BE IN WRITING SIGNED BY THE PARTY
WAIVING SUCH BREACH OR PROVISION AND SUCH WAIVER SHALL NOT BE DEEMED TO BE A
WAIVER OF ANY PRECEDING OR SUCCEEDING BREACH OF THE SAME OR ANY OTHER PROVISION.
THE FAILURE OF A PARTY TO INSIST UPON STRICT PERFORMANCE OF ANY PROVISION OF
THIS AGREEMENT OR ANY OBLIGATION UNDER THIS AGREEMENT SHALL NOT BE A WAIVER OF
SUCH PARTY'S RIGHT TO DEMAND STRICT COMPLIANCE THEREWITH IN THE FUTURE.

THE HEADINGS IN THIS AGREEMENT ARE INSERTED FOR CONVENIENCE AND IDENTIFICATION
ONLY AND ARE NOT INTENDED TO DESCRIBE, INTERPRET, DEFINE OR LIMIT THE SCOPE,
EXTENT OR INTENT OF THIS AGREEMENT OR ANY PROVISION THEREOF.


                                      24
<PAGE>


THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN
ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF DELAWARE WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES, EXCEPT AS
SUBJECT TO THE UNITED STATES ARBITRATION ACT AND THE FEDERAL COMMUNICATIONS ACT.

EXCEPT FOR CLAIMS BY THIRD PARTIES WHICH FALL WITHIN THE SCOPE OF A PARTY'S
INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.3, NEITHER PARTY SHALL BE LIABLE TO
THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

THE PARTIES AGREE THAT THEY WILL NOT USE THE NAME, SERVICE MARKS OR TRADEMARKS
OF THE OTHER PARTY OR ANY OF ITS AFFILIATES IN ANY ADVERTISING, PUBLICITY
RELEASES OR SALES PRESENTATIONS, WITHOUT SUCH PARTY'S WRITTEN CONSENT. NEITHER
PARTY IS LICENSED HEREUNDER TO CONDUCT BUSINESS UNDER ANY LOGO, TRADEMARK,
SERVICE OR TRADE NAME (OR ANY DERIVATIVE THEREOF) OF THE OTHER PARTY.

NO PARTY SHALL MAKE ANY PUBLIC STATEMENT OR ISSUE ANY PRESS RELEASE CONCERNING
THE TERMS OF THIS AGREEMENT EXCEPT AS NECESSARY TO COMPLY WITH REQUIREMENTS OF
ANY LAW, REGULATION, OR THE ORDER OR JUDGMENT OF A COURT OR TRIBUNAL OF
COMPETENT JURISDICTION. IF ANY SUCH PUBLIC STATEMENT OR RELEASE IS SO REQUIRED,
AND AWS AND ACC MUTUALLY AGREE TO SUCH STATEMENT OR RELEASE, THE PARTY MAKING
SUCH DISCLOSURE SHALL CONSULT WITH THE OTHER PARTY PRIOR TO MAKING SUCH
STATEMENT OR RELEASE AND THE PARTY SHALL USE ALL REASONABLE EFFORTS, ACT IN GOOD
FAITH, TO AGREE UPON A TEXT FOR SUCH STATEMENT OR RELEASE WHICH IS SATISFACTORY
TO AWS AND ACC. NOTHING CONTAINED HEREIN IS INTENDED TO LIMIT THE ABILITY OF THE
PARTIES TO MAKE STATEMENTS REGARDING THE AVAILABILITY TO SUCH PARTY'S CUSTOMERS
OF THE SERVICES TO BE PROVIDED HEREUNDER BY THE OTHER PARTY OR THAT SUCH OTHER
PARTY IS THE PROVIDER OF SUCH SERVICES.

NEITHER OF THE PARTIES WILL BE LIABLE FOR NONPERFORMANCE OR DEFECTIVE
PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT AND FOR SUCH
PERIODS OF TIME AS SUCH NONPERFORMANCE OR DEFECTIVE PERFORMANCE IS DUE TO
REASONS OUTSIDE SUCH PARTY'S CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF
GOD, WAR, ACTS OF ANY GOVERNMENTAL AUTHORITY, RIOTS, REVOLUTIONS, FIRE, FLOODS,
EXPLOSIONS, SABOTAGE, NUCLEAR INCIDENTS, LIGHTNING, WEATHER, EARTHQUAKES,
STORMS, SINKHOLES, EPIDEMICS, STRIKES, OR DELAYS OF SUPPLIERS OR SUBCONTRACTORS
FOR THE SAME CAUSES. NEITHER PARTY SHALL BE REQUIRED TO SETTLE ANY LABOR DISPUTE
OR OTHER THIRD PARTY DISPUTE IN ANY MANNER WHICH IS DEEMED BY THAT PARTY TO BE
LESS THAN TOTALLY ADVANTAGEOUS, IN THAT PARTY'S SOLE DISCRETION.

EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THIS AGREEMENT IS A NON-EXCLUSIVE
ARRANGEMENT BETWEEN THE PARTIES AND NOTHING CONTAINED IN THIS AGREEMENT IS
INTENDED OR SHOULD BE CONSTRUED TO PRECLUDE OR LIMIT A PARTY FROM OBTAINING FROM
OR PROVIDING TO A THIRD PARTY SERVICE OF A TYPE AVAILABLE OR REQUIRED TO BE
PROVIDED UNDER THIS AGREEMENT.


                                      25
<PAGE>


EXECUTED as of the date first written above.

AT&T WIRELESS SERVICES, INC.                ACC ACQUISITION LLC

By: /s/ Don Adams                           By:  AT&T Wireless Services JV Co.
   ------------------------------

Name:   Don Adams                           By: /s/ Don Adams
                                               ---------------------------------

Title:  Vice President-                     Name:   Don Adams
        Carrier Relations                        -------------------------------

Date:   2/25/00                             Title:  Vice President
     ----------------------------                 ------------------------------

                                            Date:   2/25/00
                                                 -------------------------------



                                            By:  Dobson JV Company

                                            By: /s/ Everett Dobson
                                               ---------------------------------

                                            Name:   Everett Dobson
                                                 -------------------------------

                                            Title:  President
                                                  ------------------------------

                                            Date:   2/25/00
                                                 -------------------------------










                                      26